Exhibit 10.1


 


FIRST AMENDMENT


TO


ADVISORY MANAGEMENT
AGREEMENT


 


This FIRST AMENDMENT TO THE AMENDED AND RESTATED ADVISORY MANAGEMENT
AGREEMENT (the “Amendment”)
is made and entered into as of this 23rd day of June, 2008 by and
between BEHRINGER HARVARD OPPORTUNITY REIT I, INC., a Maryland corporation (the
“Company”), and BEHRINGER HARVARD OPPORTUNITY ADVISORS I, LLC, a Texas
limited liability company and successor in interest to Behringer Harvard
Opportunity Advisors I LP (the “Advisor”).


 


WHEREAS, the Company and the Advisor previously entered into that
certain Amended and Restated Advisory Management Agreement dated December 29,
2006 (the “Agreement”).


 


WHEREAS, the Company and the Advisor desire to amend the Agreement to prohibit
the Company from soliciting the employees of the Advisor during the term of the
Agreement and for the one-year period following the termination thereof.


 


NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound hereby, do
hereby agree, as follows:


 


1.                                       Defined
Terms. Any term used herein that is not otherwise defined herein shall have
the meaning ascribed to such term as provided in the Agreement.


 


2.                                       Amendment
to Article VI.  Article VI
of the Agreement is hereby amended by adding Section 6.16, as follows:


 


6.16                           Non-Solicitation.  During the period commencing on the date on
which this Agreement is entered into and ending one year following the termination
of this Agreement, the Company shall not, without the Advisor’s prior written
consent, directly or indirectly, (i) solicit or encourage any person to
leave the employment or other service of the Advisor or its affiliates or (ii) hire,
on behalf of the Company or any other person or entity, any person who has left
the employment within the one year period following the termination of that
person’s employment with the Advisor or its affiliates.  During the period commencing on the date
hereof through and ending one year following the termination of this Agreement,
the Company shall not, whether for its own account or for the account of any
other person, firm, corporation or other business organization, intentionally
interfere with the relationship of the Advisor or it affiliates with, or
endeavor to entice away from the Advisor or its affiliates, any person who
during the term of the Agreement is, or during the preceding one-year period
was, a customer of the Advisor or its affiliates.


 


3.                                       Continuing
Effect.  Except as otherwise set
forth in this Amendment, the terms of the Agreement shall continue in full
force and effect and shall not be deemed to have otherwise been amended,
modified, revised or altered.


 

















 


4.                                       Counterparts.  The parties agree that this Amendment has
been or may be executed in several counterparts, each of which shall be deemed
an original, and all counterparts shall together constitute one and the same
instrument.


 


IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the date first written above.


 


	
   

  	
   BEHRINGER HARVARD OPPORTUNITY

  REIT I, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gerald J. Reihsen, III

  
	
   

  	
   

  	
  Gerald J. Reihsen, III

  
	
   

  	
   

  	
  Executive Vice President – Corporate

  
	
   

  	
   

  	
  Development & Legal

  
	
   

  	
   

  
	
   

  	
   BEHRINGER
  HARVARD OPPORTUNITY

  ADVISORS I, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Harvard Property
  Trust, LLC,

  
	
   

  	
   

  	
  its Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Gerald J. Reihsen, III

  
	
   

  	
   

  	
  Gerald J.
  Reihsen, III

  
	
   

  	
   

  	
  Executive Vice President – Corporate

  
	
   

  	
   

  	
  Development & Legal

  
						



 


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